<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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Page 1 of 9 pages
Index to Exhibits
begins on Page II-4
FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
CFI ProServices, Inc.
---------------------
(Exact name of registrant as specified in its charter)
Oregon 93-0704365
- --------------------------------- --------------------
(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)
400 S.W. Sixth Avenue
Portland, Oregon 97204
- ---------------------- -------------
(Address of principal executive offices) (Zip Code)
1995 Consolidated and Restated Stock Option Plan
------------------------------------------------
(Full title of the plans)
Matthew W. Chapman
Chairman and Chief Executive Officer
CFI ProServices, Inc.
400 S.W. Sixth Avenue
Portland, Oregon 97204
(503) 274-7280
-------------------------------------------
(Name, address and telephone number of agent for service)
Copies to:
F. Scott Farleigh
Farleigh, Wada & Witt, P.C.
121 S.W. Morrison Street, Suite 600
Portland, OR 97204-3192
(503) 228-6044
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Title of Amount to be Proposed maximum Proposed maximum Amount of
securities to registered offering price aggregate registration
be registered per share price fee
<S> <C> <C> <C> <C>
1 2 3
Common Stock, 500,000 $18.45<F2> $9,225,000<F3> $3,181
no par value shares<F1>
- -------------------------------
<FN>
<F1>
1. The registrant filed a Form S-8 (Registration No. 33-70506) on or about
October 19, 1993, to register 1,550,514 shares of the registrant's Common
Stock reserved for issuance under certain plans, including the plan
identified above. The filing registers an additional 500,000 shares of
the registrant's Common Stock reserved for issuance under the plan
identified above.
<F2>
2. Estimated solely for purposes of calculating the registration fee, based
upon the average of the bid and asked prices of the registrant's Common
Stock on August 30, 1996.
<F3>
3. Based upon the proposed maximum offering price for the additional 500,000
shares of the registrant's Common Stock reserved for issuance under the
plan identified above.
</FN>
</TABLE>
<PAGE> 2
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Part II of the registrant's registration statement on Form S-8
(Registration No. 33-70506) is hereby incorporated into this registration
statement by this reference, except for Item 8 of said Part II.
Item 8. Exhibits
The Index to Exhibits listing the exhibits required by Item 601 of
Regulation S-K is located on page II-4 of this registration statement.
[This space intentionally left blank]
II-2
<PAGE> 3
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as
amended, the registrant certifies that it has reasonable grounds to believe
that it meets all of the requirements for filing on Form S-8 and has duly
caused this registration statement on Form S-8 to be signed on its behalf by
the undersigned, thereunto duly authorized, in the City of Portland, State of
Oregon, on August 23, 1996.
CFI PROSERVICES, INC.
By:/s/ Matthew W. Chapman
-----------------------------------------------
Matthew W. Chapman
Chairperson and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, as
amended, this registration statement on Form S-8 has been signed by the
following persons in the capacities and on the date indicated:
Signatures Capacities Date
---------- ---------- ----
/s/ Matthew W. Chapman Chairman and Chief August 23, 1996
- --------------------------- Executive Officer and
Matthew W. Chapman Director (Principal
Executive Officer)
/s/ Robert P. Chamness President, Chief August 23, 1996
- --------------------------- Operating Officer and
Robert P. Chamness Director
/s/ Robert T. Jett Executive Vice August 23, 1996
- --------------------------- President, Secretary
Robert T. Jett and Director
/s/ J. Kenneth Brody Director August 23, 1996
- ---------------------------
J. Kenneth Brody
/s/ Brian P. Murphy Director August 23, 1996
- ---------------------------
Brian P. Murphy
/s/ Lorraine O. Legg Director August 22, 1996
- ---------------------------
Lorraine O. Legg
/s/ David G. Golden Director August 23, 1996
- ---------------------------
David G. Golden
/s/ Eran S. Ashany Director August 20, 1996
- ---------------------------
Eran S. Ashany
/s/ Fred Hall Vice President, August 26, 1996
- --------------------------- Treasurer, and Chief
Fred Hall Financial Officer
(Principal Accounting
and Financial Officer)
II-3
<PAGE> 4
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
Page
----
<S> <C> <C>
4.1 Article III of the registrant's Amended and Restated
Articles of Incorporation as amended to date.
(Incorporated by reference to Exhibits 3.(i)(a),
3.(i)(b) and 3.(i)(c) of the Company's Registration
Statement on Form S-1 as declared effective on
August 17, 1993 (Registration No. 33-64894).
4.2 Articles II, VII and VIII of the registrant's Restated
Bylaws as amended to date. (Incorporated by reference
to Exhibits 3.(ii)(a) and 3.(ii)(b) of the Company's
Registration Statement on Form S-1 as declared effective
on August 17, 1993 (Registration No. 33-64894).
5.1 Opinion of Farleigh, Wada & Witt, P.C.
23.1 Consent of Farleigh, Wada & Witt, P.C.
(included in Exhibit 5.1).
23.2 Consent of Arthur Andersen LLP, Independent Auditors
23.3 Consent of Deloitte & Touche LLP, Independent Auditors
99.1 1995 Consolidated and Restated Stock Option Plan.*
99.2 First Amendment to 1995 Consolidated and Restated
Stock Option Plan.
* Previously filed as exhibit to Post-Effective Amendment No. 2 to Form S-8
(Registration No. 33-70506) of registrant and, accordingly, a copy is not
included herewith.
</TABLE>
II-4
EXHIBIT 5.1
FARLEIGH, WADA & WITT, P.C.
Attorneys at Law
Valerie T. Auerbach Bank of America Financial Center
Albert J. Bannon 121 SW Morrison Street
David A. Carlson* Suite 600
F. Scott Farleigh Portland, Oregon 97204-3192
Tanya R. Hanson (503) 228-6044
David R. Ludwig Telecopier (503) 228-1741
Peter C. McKittrick
Jon B. Ruiter -----------------------
Dean T. Sandow*
Harold B. Scoggins, III* *Oregon and Washington Bars
Brad C. Stanford*
Karen E. Saul*
Mark R. Wada
Brian R. Witt*
- ----------------------
Heather Zane Anderson
Of counsel
August 20, 1996
The Board of Directors
CFI ProServices, Inc.
400 S.W. Sixth Avenue
Portland, Oregon 97204
Gentlemen:
We have acted as counsel to CFI ProServices, Inc., an Oregon
corporation (the "Company"), in connection with the preparation and filing of
the Company's Registration Statement on Form S-8 (the "Registration Statement")
under the Securities Act of 1933, as amended, covering an additional 500,000
shares of the Company's common stock, no par value (the "Shares"), to be
issued under the 1995 Consolidated and Restated Stock Option Plan (as amended
pursuant to shareholder approval of the First Amendment on May 17, 1996) (the
"Plan").
We have reviewed the corporate actions of the Company in connection
with this matter and have examined and relied upon such documents, corporate
records, and other evidence as we have deemed necessary for the purposes of
this opinion.
Based upon the foregoing, it is our opinion that the Shares have been
duly authorized and, when issued and sold under the terms of the Plan, the
Shares will be legally issued, fully paid, and nonassessable. We hereby
consent to the filing of this opinion as an exhibit to the Registration
Statement.
Very truly yours,
FARLEIGH, WADA & WITT, P.C.
By:/s/ F. Scott Farleigh
--------------------------------------------
F. Scott Farleigh
FSF/par
II-5
<PAGE> 1
EXHIBIT 23.2
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Consent of Independent Public Accountants
As independent public accountants, we hereby consent to (A) the incorporation
by reference in this registration statement of (i) our reports dated January
31, 1996 included in CFI ProServices, Inc.'s Form 10-K for the year ended
December 31, 1995, and (ii) our report dated June 1, 1996 on Input Creations,
Inc.'s financial statements for the year ended December 31, 1995, included in
CFI ProServices, Inc.'s Form 8-K/A-1 dated June 14, 1996, and to (B) all
references to our firm included in this registration statement.
/s/ Arthur Andersen LLP
Portland, Oregon
August 20, 1996
II-6
<PAGE> 1
EXHIBIT 23.3
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INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration Statement of
CFI ProServices, Inc. on Form S-8 of our report dated May 31, 1996 related to
the combined financial statements of OnLine Financial Communication Systems,
Inc. and COIN Banking Systems, Inc. for the year ended December 31, 1995
appearing in CFI ProServices, Inc.'s Form 8-K/A-1 dated June 14, 1996.
/s/ DELOITTE & TOUCHE LLP
DELOITTE & TOUCHE LLP
Atlanta, Georgia
August 20, 1996
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<PAGE> 1
FIRST AMENDMENT TO 1995 CONSOLIDATED AND RESTATED
STOCK OPTION PLAN
Section 1.2 shall be amended to read as follows:
1.2 The Plan is intended to combine the Company's incentive Stock
Option Plan No. 1 as Amended and Restated October 15, 1993 ("Plan
No. 1"), Incentive Stock Option Plan No. 2 as Amended and Restated
October 15, 1993 ("Plan No. 2"), Incentive Stock Option Plan Dated
April 30, 1993 (Restated as of October 15, 1993) ("Plan No. 3"),
and Nonqualified Stock Option Plan Dated April 30, 1993 (Restated
as of October 15, 1993) ("Plan No. 4") (collectively, the "Prior
Plans"), govern any and all outstanding unexercised stock options
granted under the Prior Plans, and govern an additional 500,000
unissued stock options authorized for issuance commencing in 1996
(the "Additional Stock Options"). In addition, all unissued stock
options reserved for issuance under the Prior Plans, and all stock
options issued but not exercised under the Prior Plans which have
been terminated or expired, will continue to be available and
reserved for issuance thereunder.
Section 4.1 shall be amended to read as follows:
4.1 The stock subject to the options to be granted under the Plan
shall be made available either from CFI common stock ("shares")
authorized but unissued or from shares reacquired by CFI. Subject
to the adjustment as provided in Section 6.11, the total number of
shares with respect to which the Committee may grant stock options
under the Plan shall not exceed 1,406,044 shares (the aggregate
share reserve of Plans No. 1, 2, 3, and 4 and the Additional Stock
Options as of January 12, 1996), of which no more than 500,000
shares shall be granted as "nonqualified stock options" as defined
below in Section 5.
Section 6.1 shall be amended to read as follows:
6.1 Payment for Shares. Upon exercise of any option, in whole or
in part, the option price for shares to which the exercise relates
shall be paid in cash or by certified check, bank draft, or money
order payable to the order of CFI (or in property if agreed to in
writing by the Committee in connection with a particular option)
at the time of exercise. This payment procedure includes broker-
assisted cashless exercises. No shares for which a purchase price
is due shall be issued until full payment has been made, and a
participant shall have none of the rights of a shareholder with
respect to optioned shares until such shares are issued to the
participant.
Section 10 shall be amended to read as follows:
10. TERM OF PLAN AND EFFECTIVE DATE
Since this Plan is a consolidation of four plans and
Additional Stock Options approved by the shareholders of CFI on
different dates and with ten year limits, the following sinking
reserves shall apply. Of the 1,406,044 shares held in reserve
as of January 12, 1996, the share reserve shall be reduced further
on the dates set forth below:
Date Sinking Share Reserve
---- ---------------------
February 9, 1998 1,365,125
January 21, 2001 986,022
April 16, 2003 500,000
January 12, 2006 0
The Effective Date of this Consolidated and Restated Plan shall
be January 1, 1995, and no further options shall be granted
under the Plan commencing on January 12, 2006.
II-8
